Cooling Chamber Software Document

COOLING CHAMBER SOFTWARE DOCUMENT

Parties and Effective Date

This Cooling Chamber Software Document (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client operates one or more cooling chambers requiring specialized control, monitoring and data-logging software to manage temperature profiles, humidity controls and alarm thresholds; and

WHEREAS, Contractor is engaged in the business of designing, developing and supporting software systems for environmental chambers and has represented that it has the expertise to provide the software and related services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will develop, deliver, implement and support the Cooling Chamber Software for Client.

Scope of Work

Contractor shall provide design, development, testing, installation and documentation services for the Cooling Chamber Software, including integration with Client hardware, configuration of alarm setpoints, user access controls, data logging, reporting and remote access as specified below.

Acceptance and Testing

Upon delivery and installation of the software, Client shall have calendar days to perform acceptance testing. If Client does not provide written notice of rejection specifying deficiencies within that period, the software shall be deemed accepted.

Payment Terms

Client shall pay Contractor the fees set forth below in exchange for the services and deliverables under this Agreement.

Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

Support, Maintenance and Updates

Contractor shall provide the support and maintenance services described in the scope for a period of following acceptance. Additional maintenance and updates shall be provided under a separate support agreement or as an addendum to this Agreement.

Term and Termination

The term of this Agreement shall commence on the Start Date below and shall continue until the End Date below unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after receiving written notice. Either party may also terminate for convenience upon days' prior written notice to the other party.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including software code, algorithms, configurations, temperature profiles, alarm thresholds, and trade secrets. Each party shall (i) protect the other party's Confidential Information with the same standard of care it uses to protect its own confidential information but in no event less than reasonable care, (ii) use Confidential Information only to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except as authorized in writing or as required by law.

Intellectual Property and License

Contractor retains all rights, title and interest in and to software source code, object code, tools and know-how developed prior to or independently of this Agreement. Upon full payment of all amounts due under this Agreement, Contractor grants Client a non-exclusive, non-transferable license to use the delivered Cooling Chamber Software for Client's internal operations on the licensed hardware. Any custom code developed specifically for Client shall be governed by the parties' written agreement as set forth in the Scope of Work; absent a contrary written agreement, Contractor grants Client a perpetual, worldwide, royalty-free license to use such custom deliverables for the purposes for which they were developed.

Warranty; Limitation of Liability

Contractor warrants that for a period of days after acceptance, the software will materially conform to the specifications in the Scope of Work. Contractor's sole obligation under this warranty shall be to correct nonconformities reported during the warranty period at no additional charge. EXCEPT FOR THE WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

Data, Backups and Security

Client is responsible for maintaining backups of its operational data. Contractor will implement commercially reasonable security measures appropriate to the sensitivity of the data processed, but Client acknowledges that no system is completely secure and Contractor does not guarantee absolute protection against unauthorized access.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Entire Agreement; Amendments

This Agreement, including all attachments and referenced exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing, and shall be deemed given upon personal delivery, next business-day delivery by a recognized overnight courier, or three days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

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